Dell Deal: Is a Fight Brewing? (Update 1)

Updated from 9:13 a.m. to include details from Southeastern Asset Management's 13D in the third paragraph.

NEW YORK ( TheStreet) -- The deal to take Dell ( DELL) private isn't dead by any means, but it just became a little more complicated.

Reutersreported that Dell's second-largest shareholder, Southeastern Asset Management, is unhappy with the deal to take Dell private at $13.65 a share, saying the PC maker is worth much more than that.

Southeastern Asset Management is Dell's second-largest shareholder, owning 8.5% of the company (including options), and in the past has said Dell's worth in the "low $20s," a price far higher than Michael Dell and Silver Lake Partners are offering for the Round Rock, Texas-based PC company. A poll conducted by TheStreet agrees with SEM -- 87% of respondents to the poll called the premium a "joke," and only 13% approved of the price.

Update: Southeastern Asset Management has filed a 13D on Dell, saying it believes it is worth $24 per share. The fund will use all options to stop the deal, as it seeks to enhance shareholder value.

Many have said that this is a sweetheart deal for Michael Dell and Silver Lake, and perhaps even for Microsoft ( MSFT), which is providing $2 billion worth of financing for the deal in the form of a loan, as it seeks to keep the PC market alive.

Southeastern purchased its stake in Dell well above the $13.65 a share price, and stands to lose hundreds of millions of dollars for its investors should the deal go through at the current price. Dell has agreed to a 45-day "go shop" period, in which the PC maker would look for an alternative deal. But many do not expect another bidder to emerge. Shareholders seem to be left between a (round) rock and a hard place when it comes to viable alternatives. By voting no on the deal, shareholders including Southeastern could see their positions fall further under water.

There may be a silver lining for shareholders, albeit a small one. Originally, Dell had expected the deal would close near the end of the second quarter of the company's fiscal 2014, or during the summer. Dell has pushed back that time frame to Nov. 5, 2013, which may suggest that Dell doesn't anticipate smooth sailing.

"We believe this would be a fair deal for equity shareholders given the continued lackluster stock performance and few, if any, near-term catalysts to realize a comparable price," Um wrote in his note.

Sterne Agee's Shaw Wu questioned whether "shareholders will approve as it is only a slight premium to its current stock price."

The traditional PC market continues to decline thanks to the growth of tablets, and Dell's transition to turn itself into a software and services company is taking much longer than Dell's management or shareholders anticipated.